CLIMATE CONFERENCE TO BE HELD IN NEW DELHI SHOULD ADDRESS LINKAGES
OF CLIMATIC CHANGE WITH SUSTAINABLE DEVELOPMENT: AJIT
The Union Minister of Law, Justice
and Company Affairs, Shri Arun Jaitley released a book on Secretarial
Standard on General Meetings and a Monograph on Position, Duties
and Liabilities of Directors, compiled by the Institute of Company
Secretaries of India (ICSI), at a function here today. The Secretary,
Department of Company Affairs, Shri Vinod Dhall, senior officials
of the Department and of the ICSI were present on the occasion.
The Standard seeks to prescribe a set of principles for convening
and conduct of general meetings of companies. Besides, it intends
to integrate and standardize the diverse secretarial practices
prevalent in the corporate sector for conducting General Meetings
to achieve uniformity of practices for attaining sound corporate
governance principles. In addition, it seeks to further the shareholders
democracy by laying down principles for shareholders' benefit.
The Standard, which is second after the first one already released
last year, provides for eleven-Do's and Don'ts including disclosure
in the annual report of companies of the particulars of all general
meetings held during the last three years as a good corporate
practices. The Monograph on Position, Duties and Liabilities of
Directors, seeks to collate various provisions in different enactment
governing directors role, duties and responsibilities stating
that no director can escape the consequences arising from non-observance
of the provisions relating to their functioning. It projects the
role of Board of Directors as a crucial one and a vital link between
the shareholders, who provide capital, and the managers, who use
such capital to create value. The role of directors in discharging
their monitoring role to ensure that the managers use the shareholders
capital with utmost vigilance has been highlighted. In other words,
the Monograph is a comprehensive treatise on the role, duties
and liabilities of corporate directors. It also contains a separate
chapter each on Managing Director and the Nominee Directors. The
well considered views and rulings of Company Law Board, High Courts
and the Supreme Court have been included in the Monograph. Speaking
on the occasion, the Law Minister Shri Arun Jaitley complimented
the ICSI for a job well done. The Minister said that the two books
together with the first Standard released earlier would work as
ready reckoners for Board Directors and Managing Director in protecting
the interest of shareholders and other investors on the one hand
and ensuring corporate governance in terms of compliance of various
statutory requirements for smooth and efficient functioning of
the corporate sector in the emerging globalization of Indian economy
on the other. The President, ICSI, Shri S Gangopadhyay, who also
spoke, gave an overview of the salient features of the two books
and the functioning of his Institute.